Dilution profile // every instrument, one screen, from SEC filings

Red Cat Holdings, Inc. (RCAT)

CIK 748268 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$300M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 1% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+174% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~8.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-12-182026-08-04

Latest: 152.7M shares as of Aug 4, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-04
HowThe newest cover-page count as filed, whatever its age. The float checker applies a 200-day freshness rule and sets this beside the balance-sheet count.
Open the source document →
Share count fell from 167.1M to 1.1M between May 7, 2014 and Aug 5, 2014, a pattern consistent with a reverse split (roughly 1-for-150); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
February2025 Warrantsnot tagged$7.62——

Tranches exactly as the company dimensioned them in its 10-Q filed May 7, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 806,666 underlying shares, as reported Oct 31, 2022 (10-Q).

Reported exercise price: $7.52 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 153.5M = 152.7M O/S + 806,666 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
February 2025 SPAnot tagged—$16.15——
February Two Thousand and Twenty Five Notenot tagged—$9.42——

Notes exactly as the company dimensioned them in its 10-Q filed Aug 6, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding152.7MAug 4, 2026
+ Warrants (aggregate, as tagged) (if exercised)806,666Oct 31, 2022
Fully diluted estimate153.5M+0.5% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $300.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASRMay 12, 2026fee exhibit found but no total offering amount (fees deferred, typical for automatic shelves)filing →
S-3Sep 15, 2025$300.0M registeredfiling →
S-3Mar 10, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 3 executed · 1 registered.

EXECUTEDMay 20, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDMay 14, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
REGISTEREDMay 12, 2026Automatic shelf registration — effective immediately (large filers)S-3ASR →
EXECUTEDMay 12, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDSep 18, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDSep 17, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EFFECTIVESep 17, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDSep 15, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDJun 17, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EFFECTIVEApr 23, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDApr 21, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A →
REGISTEREDApr 16, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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